DIRECTORS' REPORT

Your Board of Directors hereby present to you the Thirty - Fifth Annual Report covering the operational and financial performance together with the accounts for the year ended March 31, 2026, and other prescribed particulars.

1. COMPANY PERFORMANCE

Total Revenue of the Company including other income was ^ 34,310.13 Lakhs in the Current Year as against ^ 30,604.18 Lakhs in the previous year. Profit before Tax (PBT) was ^ 380.01 Lakhs as against (^450.02) Lakhs in the previous year.

2. FINANCIAL RESULTS

(Rs. In Lakhs)

3. SHARE CAPITAL

There is no change in Authorised or Issued or Subscribed or Paid-Up Share capital of the Company during the period.

4. DIVIDEND

In view of the performance during the year under review, your Directors do not recommend any dividend for the year.

5. RESERVES

Your Directors have not recommended any transfer to the General Reserve for the year ended March 31, 2026.

6. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2025-26 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements of your Company has taken into account the financial statement of the following companies;

1. M/s. IP Rings Limited, Parent Company

2. M/s. IPR Eminox Technologies Private Limited, a Joint Venture Company.

3. M/s. IPR North America Inc. (Wholly owned subsidiary)

7. DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public or its Members under Chapter V of the Act and no deposits were outstanding as on March 31, 2026.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

DETAILS OF JOINT VENTURE:

M/s. IPR Eminox Private Limited, a Joint Venture Company with M/s. Eminox Limited, United Kingdom has achieved a turn-over of Rs. 39,59,50,360 and incurred a (loss) of Rs. (2,13,22,650) respectively for the year 2025-26 as against a turnover of Rs. 10,77,79,010 and a Loss of Rs. (2,49,66,170) respectively for the previous year 2024-25.

DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANY:

M/s IPR North America Inc. is a Wholly owned subsidiary of the Company. The Subsidiary Company is yet to start its operations.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s Joint Venture in Form AOC- 1 is attached as Annexure - I to this report.

There were no companies that have ceased to be Subsidiaries, joint ventures or associate company during the year.

9. FINANCIAL PERFORMANCE

Your Company has achieved a turnover for the year of Rs. 33,679 Lakhs in 2025-26 which was more than the previous year turnover of Rs. 30,338 Lakhs and ended with a profit after Tax of Rs. 269.18 Lakhs while compared to loss after tax of Rs. (319.79) Lakhs recorded in the previous year.

10. HUMAN RESOURCE

Health, Safety, Security and environment are the core values of your Company. The health, safety and security of everyone who works for your Company, is critical to the success of its business. Employee training is continuing to receive top priority in the Management’s efforts. Systematic training is given at all levels to improve the knowledge and skill level of all employees.

11. INDUSTRIAL RELATIONS

Industrial relations were cordial during the financial year.

12. 10 YEAR RECORD

A chart showing 10 years’ performance is appended forming part of this Report under the heading “Financial highlights”.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company as on March 31, 2026 Comprised of the following Directors;

During the period under review, there were no changes that took place in the composition of the Board;

Further, the Board at its meeting held on May 29, 2026, based on the recommendations of Nomination and Remuneration Committee, approved the following appointment and re-appointment of Directors to the Board:

• Re-appointment of Mr. M. Govindarajan as a Non-Executive Director of the Company subject to the approval of the members for a further period of one year with effect from August 02, 2026, to August 01, 2027. The approval of the shareholders of the Company is being sought at the ensuing Annual General Meeting for the proposed re-appointment.

• Appointment of Mr. Nagarajan Balavijayan as Non-Executive Director liable to retire by rotation with effect from May 29, 2026. The approval of the shareholders of the Company is being sought at the ensuing Annual General Meeting for the proposed appointment.

Mr. Ryosuke Hasumi (DIN: 09368134) has tendered his resignation with effect from May 14,2026 due to his other pre-occupation. The board took note of his resignation and placed on record their appreciation for his contribution to the growth of the Company.

All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have further affirmed that they satisfy the criteria laid down under section 149(6) of the Act and Regulation 25 and other applicable regulations of SEBI LODR as amended from time to time. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have qualified.

KEY MANAGERIAL PERSONNEL:

Mr. A. Venkataramani (Managing Director), Mr. R. Janakiraman (Chief Financial Officer) and Mr. M. Sathyanarayanan (Company Secretary), are the Key Managerial Personnel of the Company as on March 31, 2026.

14. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at the 31^st Annual General Meeting held on August 08, 2022 have approved the re-appointment of M/s Krishnaswamy & Rajan, Chartered Accountants (Firm Regn. No.: 01554S) as the Statutory Auditors of the Company for second term of 5 years i.e. from the conclusion of 31st Annual General Meeting till the conclusion of 36^a Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The members of the Company have, at the 34^a Annual General Meeting held on August 21, 2025 appointed Mr. R. Mukundan, Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of 5 years i.e. from the conclusion of the 34^a Annual General Meeting till the conclusion of the 39^a Annual General Meeting of the Company. The Secretarial Audit certificate is appended to this Report as Annexure-III. The Secretarial Audit Report for the year does not contain any qualification, reservations, adverse or disclaimers remark. The Company complies with all applicable secretarial standards.

COST AUDITOR

Pursuant to section 148 of the Companies Act 2013, the Board of Directors, based on the recommendation of the Audit Committee have appointed M/s. A.N. Raman & Associates, as the Cost Auditors of the Company for the Financial Year 2026-2027 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting.

M/s. A.N. Raman & Associates, Cost Accountants have given their consent to act as Cost Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. Your Company has maintained cost records which were duly audited in terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

INTERNAL AUDITOR

The Board has engaged M/s. S K R and Company LLP, Chartered Accountants, as its Internal Auditors. Their scope of work includes review of internal controls and its adherence, statutory compliances, health, safety and environment compliance, compliance towards related party transactions and risk assessments.

15. RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the period under review with Related Parties were in the ordinary course of business and at arm’s length basis. The Audit Committee granted prior approval / ratification for the transactions and the same are being reviewed and approved by the Audit Committee and the Board of Directors at regular intervals. There were no materially significant transactions with related parties during the financial year 2025-26 which were in conflict of interest. The details of the transactions with related parties are given in Note No.49 of the financial statements. There are no contracts/arrangements/transactions which are not at arm’s length basis and there are no material contracts/arrangements/transactions which are at arm’s length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 is attached as Annexure - II to this report.

16. BOARD OF DIRECTORS & BOARD MEETINGS HELD DURING THE YEAR

During the year, four (4) Board Meetings were convened and held. The details of meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

17. POLICIES

In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company have framed the required policies and the policies wherever mandated, are uploaded on the company’s website, under the web-link www.iprings.com. The brief list of the links is as follows: -

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements under Note Number 2A [NON-CURRENT FINANCIAL ASSETS - INVESTMENTS] forming part of Annual Report.

19. ANNUAL RETURN

The annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at: www.iprings.com

20. VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

21. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

22. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder.

During the year under review:

a. Number of complaints of sexual harassment received in the year - Nil

b. Number of complaints disposed off during the year - Nil

c. Number of cases pending for more than ninety days - Nil

23. DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS), the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, guidelines issued by SEBI. The financial statements are prepared under the historical cost convention on accrual basis except for certain financial instruments that are measured at fair values, and guidelines.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility statement, the Board of Directors of the Company confirms-

i. That in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for period under review.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts for the year ended March 31, 2026 on a “going concern” basis;

v. The Directors, had laid down an adequate system of internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review there are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to section 134(5) of the Companies Act, 2013. For the period under review, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure - IV hereto forming part of this report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employee’s remuneration and such other details are set out in Annexure - V hereto forming part of this report.

30. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure VI to this Report. In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees covered under the said Rule shall be made available to any Member on a specific request made in this regard, by him or her in writing.

31. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director stating that he/she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances affecting their status as an Independent Director during the year. In the opinion of the Board, the independent directors fulfil the conditions specified in these regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Formal Annual Evaluation of Directors was done as per the requirements of the Companies Act, 2013. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

32. RISK MANAGEMENT POLICY

The Company has an adequate Risk Management Policy commensurate with its size and operations. The major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis.

33. DEPOSITORY SYSTEM

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2026, 98.82 % of the Company's total paid up capital representing 1,25,26,821 shares are in dematerialized form. Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) to get credit of the securities in dematerialized form.

34. DIRECTORS REMUNERATION

Details of the remuneration paid to the Executive and Non-Executive Directors of the Company are given in the Corporate Governance Section of this Annual Report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2) relating to Meetings of the Board and its Committees and general meeting respectively which have mandatory application.

36. DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review your Company has not made any one-time settlement with any of its Banks or Financial Institutions.

37. CORPORATE SOCIAL RESPONSIBILITY [CSR]

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility. Since, the Turnover, Net worth or Net profit during the immediately preceding financial year, does not exceed the threshold prescribed under section 135 of the Companies Act, 2013, the Company is not required to spend towards CSR for the Financial year 2025-2026.

38. NO CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business being carried out by the Company.

39. MATERNITY BENEFIT ACT 1961:

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. However, the requirement of providing benefit to woman under Maternity Benefit Act, 1961 has not arisen during the year.

40. ACKNOWLEDGMENT

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Bankers, customers, dealers, suppliers and share-holders.

Your Directors wish to place on record their appreciation of the Technical Assistance and also the support extended by M/s Nippon Piston Ring Co. Ltd., Japan and M/s. India Pistons Limited, Chennai, respectively.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at all levels.